Rise From The Ashes
by windstorm16
Summary: No summary yet.
1. Chapter 1

**Hello all Storm here with a new story! Well not so much a story, but a rewrite of my "Dark Phoenix" story as after going over it, I believed that it could be much better than it was, so yeah I'm rewriting it. So, without further ado.**

**I own nothing**

'How…disappointing.' Thought Orochimaru as he looked at the fifteen-year-old redheaded girl that managed to stop his snake.

Currently, Orochimaru was within the Forest of Death in his former home village, Konohagakure, during the Second Stage of the Chunin Exams. He had snuck into the village, disguised as a Kusa Genin, though he was also mildly disappointing at just how easy it was to sneak into the village.

Even his own ex-apprentice, Anko, couldn't detect him, even when he purposefully handed her, her kunai with his tongue.

But the Snake Sannin wasn't complaining, as it just made it easier to sneak into the Exams, both to mark Satsuki Uchiha with a Curse Seal as his future vessel, and for his invasion. Though Orochimaru wouldn't deny he had another interest in returning to Konoha, the interest being in Satsuki's teammate.

Naruko Uzumaki.

It had been before he left Konoha and became a missing-nin, Orochimaru been interested and curious of the Kyūbi Jinchūriki, along with her mother Kushina Uzumaki, who should have died the night the beast was extracted from her, and yet she lived, at least for seven years until she was killed.

His interest in the girl started, when he had managed to get a hold of his sensei's report on just how Kushina survived that night. From what his sensei wrote, both Kushina and Minato had been impaled on the Kyūbi's, which should have definitely killed them both, with Minato sealing the Kyūbi into Naruko with the Dead Demon Consuming Seal and the Eight Trigrams Seal. After that Minato's soul was claimed by the Shinigami and Kushina should have died, it was that part of the report that really made Orochimaru interested.

From what his sensei and the Anbu saw, Kushina was in fact dead, when suddenly a fire-like energy emitted off of Naruko and went into Kushina, reviving her and healing all her injuries. Orochimaru believed this because as much he despised the old monkey, he knew his former sensei never was one for tall tales.

So, Orochimaru observed from a distance both Kushina and her daughter, wanting to discover just what power the girl possessed. He had originally believed it was a more evolved version of the Uzumaki Clan's Heal Bite, instead of biting an Uzumaki to absorb their Chakra, it would instead react to the users desire, but it wasn't that as Kushina had been dead. Then he believed it could be the Kyūbi trying to escape but failing with a fraction of its Chakra returning to Kushina, reviving her.

This one seemed most likely, but Orochimaru soon learned whatever power Naruko possessed, it was potentially more powerful than anything he's seen before.

It started out small, people being tripped by nothing, children's toys suddenly exploding. Then it grew to people falling downstairs, run away carts crashing into bullies, until finally an entire building comes crashing down killing everyone inside.

These incidents might seem random in tragic, if not for two things connecting them. The first was everyone caught in these "unfortunate accidents" were either known to badmouth Naruko and Kushina, in the case of the adults, or bully Naruko in the case of the children. And the second was, at the time of the accidents, Naruko was always somewhere nearby, watching.

Orochimaru had been befuddled and amazed when he had witnessed one of these accidents. He didn't know how Naruko could do it, only that she was doing it, and he wanted to know how. Of course, he didn't risk trying to take the girl or get a blood sample, given Kushina had been extremely protective of her daughter.

But the Sannin soon learned that he didn't need to do anything, as he eventually realized how Naruko was doing it. With her mind.

He didn't know how she could do all of that with her mind, but she could. This fascinated Orochimaru, but also worried him, given if Naruko could possibly control things with her mind, who's to say she couldn't read minds, as well. Thankfully though, from his observations, everything Naruko did only seemed to be instinctual, and was targeted against those who have shown animosity towards her and her mother.

At least until, Orochimaru learned that Kushina brought someone to help train Naruko to use her powers. He hadn't been able to get much on the stranger, other than that they had a unique, mutation would be the right word, like Naruko.

Unfortunately, after that, Orochimaru had been unable to get much information on her, as he had been forced to flee Konoha when his experiments were discovered. He was just lucky that his former sensei was too much of a sentimental fool to kill him.

'Or so I believed.' Orochimaru thought, remembering the reports his spies gave him on the day Kushina was killed.

From what they were able to gather, Danzō had actually attacked the Uzumaki Compound, formerly the Senju Compound before Tsunade left, in an effort to capture Naruko. Either to turn her in a weapon or be used as breeding stock for her powers. Most likely both, knowing that Warhawk. Kushina had killed most of the ROOT Anbu, until they had tried attacking Naruko, forcing her to shield her daughter, but also be fatally wounded as a result.

This, however, also ended up unleashing something within Naruko, something besides the Kyūbi. None of his agents had been able to get close enough to see just what it was, only that they all agreed that it took on the shape of a large fiery bird.

Before things could get too destructive, both his sensei and former teammate, Jiraiya, arrived and restrained the girl, before she could likely go on a rampage. That's when Orochimaru also learned his sensei wasn't as kind as everyone believed.

He not only had Jiraiya seal away the girl's powers but had Inoichi lock away her memories of her own mother and the fact she was murdered, while letting Danzō simply walk free. It was actually much crueler, the more Orochimaru thought about it. Sarutobi took away a little girl's memories of the only person to love her unconditionally, took her powers to protect herself, and he lets the person who caused it all to walk away without so much as a slap on the wrist.

All the while, Naruko walks around, ignorant of all that she lost and was taken from her.

'And people call me cruel.' Orochimaru thought.

This is what lead Orochimaru to the Forest of Death, not only to mark Satsuki, but also the chance that the stress and adrenaline of the situation would be enough to have Naruko reawaken her powers and memories. Though the Sannin wasn't doing this out of any kindness, he just wants to see what the girl will do once she learns the truth, he can just imagine the amount of bodies she'll leave behind.

Unfortunately so far, she hasn't shown any sign of breaking through the mental barrier, or the seal holding back her power, and instead was using part of the Kyūbi's Chakra to stop his snakes attack.

'Though perhaps she just needs a little push.' Orochimaru thought, as his tongue shot out and wrapped around Naruko, before pulling her towards him.

"AAH, gross! Let me go you creepy pedo bitch!" Naruko screamed, disgusted at the tongue being wrapped around her, even more so when the tongue lifted up her jacket, allowing Orochimaru to see the Eight Trigrams Seal, though he noticed something different.

'Hmm, ah I see, so that's what you did Jiraiya.' Orochimaru thought, grabbing Naruko's headband and taking it off, revealing another seal on her forehead.

'You placed a Memory Seal on the girl to reinforce the mental barriers, keeping her memories and powers at bay, while connecting it to the Eight Trigrams Seal. From what I see, the power she has is constantly trying to force its way through the barriers, which would require a constant need to repair them. So, instead you connected it the Eight Trigrams Seal to siphon off the Kyūbi's Chakra to reinforce it, should it ever begin deteriorating. While at the same time, her power continues to break through, only for it to be used to strengthen the Eight Trigrams Seal to keep the Kyūbi at bay. Clever, even for that fool.' Orochimaru thought, begrudgingly admitting that it was a rather smart idea from his idiot of a teammate.

Unfortunately, Jiraiya didn't take into account one glaring flaw, as Orochimaru's fingers lit up with purple fire.

"Five Pronged Seal!" Orochimaru said, slamming his hand into Naruko's stomach, knocking the wind out of her.

By placing the Five Pronged Seal, an odd number, over the Eight Trigrams Seal, an even number, it disrupts the flow of Chakra. Not only with Naruko's connection to the Kyūbi, but also the connection to the Memory Seal.

'And it's just a matter of time, until the seal disintegrates, while all of her memories and powers come rushing back.' Orochimaru thought, while tossing Naruko aside.

He knew that doing this was a risk, as the fallout could lead to the Chunin Exams being canceled, after Naruko unleashes her anger, ruining his invasion. But he felt that any damage Naruko does, will be certainly make up for it.

Besides, accomplishing two out of three goals works just fine for the Sannin, as he turned to Satsuki.

*Later – Mindscape*

_"I did it Kaa-chan, I did it!" Naruko cheered as several golden chains emerged from her back, while Kushina smiled at her proudly._

_"I knew you could, Naru-chan! Give it a few more years, and you'll be as awesome as me!" Kushina said, while hugging her daughter._

'What…what is this?' Naruko wondered as she looked at the scene, while feeling a mix of confusion, sadness, happiness, and anger, but wasn't sure why.

She knew that little girl was her, but she didn't know who the woman was. Though Naruko could see similar features between them, and her younger self called her "Kaa-chan".

'Is that my Kaa-chan? But…how? I don't remember this, and the old man, he said my parents are dead.' Naruko thought, holding her head in pain, while the image changed again.

_"Naru-chan, come here, there's someone I want you to meet!" Kushina called out to her daughter, with Naruko running down the stairs, not a moment later._

_Though she stopped, when she saw her Kaa-chan sitting across from someone, a man. He had long jet-black hair that went down to his waist and partially covering the right side of his face, obsidian colored eyes, and pale skin. His attire consisted of black boots, black pants, a navy-blue shirt, and a black jacket with the Uchiha Clan symbol on the back._

_'Is he related to Satsuki-chan and Aunt Mikoto?' Naruko thought to herself, since he's obviously from the same Clan as them._

_He sat across from her Kaa-chan, with what Naruko believed was a bored look on his face, before he looked at her. It made Naruko shy away and hide behind her Kaa-chan, not used to being around strangers._

_"It's okay Naruko he's an…acquaintance of mine, and he's like you." Kushina said, reassuring her daughter._

_"Like me?" Naruko asked, since she didn't think there was anyone else like her._

_"Well, not exactly like you. But he has a special powers, like you do." Kushina said, looking at the man and motioning him to show her._

_Raising a brow, the man shrugged before rolling up his sleeve and pulling out a kunai. Then to Naruko's shock and horror, the man immediately stabbed himself just below his elbow and didn't even flinch, before dragging the kunai down his arm to his wrist, leaving a long jagged slash in his arm._

_Naruko would have gotten sick from the sight, only to be shocked further when before her eyes, the wound began closing up until it was completely healed. With not even a scar was left, or any sign of the slash, besides the blood._

_"How did you do that?" Naruko asked amazed, as the man pulled his sleeve down._

_"You can do things with your mind; I can regenerate from any injury, to the point where I'm immune to poison and disease, while also having decelerated aging rate." Answered the man._

_"I asked him to come here, to help you with your own powers, Naruko." Said Kushina._

_"You can help me?" Naruko asked, while looking at the man hopefully, since she has never been able to control her powers._

_She never meant to hurt anyone, but she couldn't help it, whenever she'd hear people talking about her and her Kaa-chan._

_"I can try." The man replied, shrugging, given their mutations are different, but he's been around long enough to where he might be able to help her with basic control._

_"What's your name?" Naruko asked._

_"…Madara." Answered Madara._

'...Madara…' Naruko thought, grunting in pain as the image changed again.

_"Shh, it's alright Naru-chan, everything will be alright." Kushina said, even as she felt her life slipping away from the multiple wounds, she's suffered from._

_"Please don't leave, Kaa-chan. I don't want you to leave." Naruko whimpered, while feeling her mother's life fading._

'No, stop it!' Naruko thought, while closing her eyes, desperately wanting this to end.

_"I know you don't, I know it hurts, but I know you'll keeping going on without me. You are so much stronger than you know, musume." Said Kushina, before kissing her daughter's forehead softly._

_"Naru-chan, no matter what happens, or what you become, just know that I will love you… always." The woman said as she felt her daughters tears on her chest and began humming a lullaby that always helped her._

'Please no more!' Naruko mentally begged, while covering her ears, not wanting to see or hear this.

_"I remember tears streaming down your face when I said I'll never let you go_

_When all those shadows almost killed your light_

_I remember you said don't leave me here alone_

_But all that's dead and gone and passed tonight_

_Just close your eyes, the sun is going down_

_You'll be alright, no one can hurt you now_

_Come morning light, you and I'll be safe and sound…"_

'No…' Naruko thought

_Kushina's voice grew weaker, before the last of her life left her, as the girl looked at her and started shaking her._

_"Kaa-chan, Kaa-chan… please wake up, wake up." The girl pleaded, but it was useless._

'…No…'

Naruko began shaking, as her veins glowed with a fiery energy.

_Tears and raindrops streamed down her face, as her small body shook in sadness at losing the one person who loved her unconditionally. But soon her sadness turned to rage, as she looked up at the ones who took her Kaa-chan away from her._

_The bandages man and the people wearing blank masks._

'…Stop it…'

_"You…" Naruko muttered lowly as glowing energy flowed through her veins, while her hair covered her eyes._

_"Secure the girl, bring her back to base for conditioning and take the body as well, it may prove useful." The bandaged man ordered._

_"Hai Danzō-sama."_

'…No, no, no…'

_The masked people moved in to grab the girl and body, only to drop to the ground grabbing their heads in pain._

_**"YOU KILLED HER!"**__ her head snapping up, showing the fire in her eyes._

"NO!" Naruko screamed as her eyes snapped open, showing they were now fiery orange color, while the scene around her shattered like glass.

Naruko fell to her knees and cried as all the memories came rushing back to her. Growing up with her mother, learning to control her powers, then having it all ripped away from her by Danzō. But that wasn't even the worst of it, as the memories continued.

_"Jiraiya, restrain her, quickly, before she destroys the village!"_

_"Her emotions are too volatile, if something isn't done, she could kill us all."_

_"What should we do, Sarutobi-sensei?"_

_"You and Inoichi must seal her memories and her power."_

_"It's done Hokage-sama. All her memories are locked away, as far as Naruko remembers, she's an orphan who never knew her parents or her burden."_

_"Good, I have already enacted a law forbidding anyone from mentioning Kushina or the Kyuubi to her. For the sake of Konoha, she can never know the truth."_

'The old man, he took my memories, he let that bastard walk away after they killed my mother, he took everything from me!' Naruko thought.

_**"And we will take everything from them."**_ Cooed a voice behind her.

Looking, Naruko saw a giant flaming bird gazing down at her.

"Who…what are you? Are you the Kyūbi?" Naruko asked, as the bird screeched in anger.

_**"Do not compare me to that creature! I am beyond that foxes miniscule power; we fire and life incarnate! We are PHOENIX!"**_ Phoenix declared loudly, while spreading its wings.

"Then, what are you doing here?" Naruko asked nervously.

_**"I have always been with you child, from the moment you were born, I have been the ones guiding you, granting you my power."**_ Answered Phoenix.

"You…you're why I could do what I could, when I was younger." Naruko said, with her eyes widening.

_**"Yes, but you have only scratched the surface of the power I can give you. Power to take revenge on all those who have made you suffer and to destroy everything they hold dear."**_ Phoenix said.

That made Naruko hesitate for a moment. While she'd have no problem taking her revenge on all the people who took her mother and her memories away from her, she didn't want to hurt anyone else.

_**"And why not? Is it not fair, for them to suffer just as you have? To watch as everyone they love is ripped away from them? To live, knowing that it was all their fault**_?" Phoenix said temptingly, after hearing Naruko's thoughts.

"But they're innocent." Naruko argued.

"So were we." Said another voice, getting Naruko's attention.

Looking Naruko was surprised to see…herself, the only difference being the black and red eyes and the glowing veins.

"Who are you?" Naruko asked, with her copy smirking at her.

"Isn't it obvious…" She said, before suddenly appearing directly in front of Naruko, making her stumble back.

"…I'm you, the real you, before those bastards locked me away, and replaced me with you. For simplicity sakes, call me Yami." Said Yami, before she began circling Naruko.

"Now then, how about we cut to the chase, so we can start cutting some throats. Or better yet, liquifying minds or crushing them into tiny little balls, and forcing those bastards to eat them! There are just so many choices, I don't think we can do all of them!" Yami said sadistically.

"I don't want to hurt anyone, besides the ones who did this to me!" Naruko said, while glaring at Yami, who scoffed.

"And what good will that do?! Sure, we can torture them, we can kill them, but what does it matter, unless we break them! By taking the everyone they love, they'll get the feel the same pain we did, when they took out Kaa-chan! Make them watch as their entire worlds are burned to ash and then, then we'll let them die, knowing it was their fault! Besides, what does it matter to you, everyone in that damn village always saw us as a monster, save for a select few, even when Kaa-chan was alive! With her gone, they simply became more open about it, knowing they could get away with it, because that old bastard never cared about us, he just wanted a weapon!" Yami shouted, while getting in Naruko's face.

"Now, they'll all get what they deserve, a slow, agonizing death! And what reason could you possibly have to not do it?!" Yami demanded, with Naruko not responding, as she didn't know what to say.

What reason did she have? Because they were innocent? She was innocent too, but that didn't stop Danzō from killing her mother and trying to capture her. It didn't stop the Hokage from sealing her memories and taking away her chance at revenge. It didn't stop the villagers from hating her.

What reason did she have to not make them suffer?

"I just want Kaa-chan back." Naruko whispered, just wanting to feel the same comfort her mother gave her as a child.

"Well she's gone, taken from us. The only thing you can do, is decide whether you're going to avenge her and yourself." Said Yami, while gently putting her hands on Naruko's shoulders.

"Your choice, do you want to make them pay, or let them get away with what they took from us?" Yami questioned.

Looking at Yami, Naruko felt her eyes and veins light up with same fiery energy.

"We, we will make them pay." Said Naruko, wrapping her arms around Yami, with her counterpart doing the same.

Phoenix encircled both girls with its wings, as they were engulfed in bright flames.

*Real World*

Meanwhile, in the Forest of Death, Sakura looked horrified at Satsuki, now covered in black markings and radiating dark purple Chakra, grinning cruelly as she pulled on Zaku's arms.

After the encounter with Orochimaru, where he had bitten Satsuki putting a mark on her neck, before Sakura had taken both her teammates to a clearing in the forest and hid them in a small hollow tree. She had waited for them to wake up, but they didn't show any signs of waking any time soon.

Things only got worse when the Oto Team arrived and attacked to get to Satsuki, thankfully Rock Lee had arrived to help, along with Team Ten. But the Oto Team proved stronger and was able to take them all out. It only got worse when Satsuki woke up, only she was different and radiating a dark, evil Chakra.

Then she just started attacking the Oto Genin, beating them mercilessly, before she forced Zaku to his knees started pulling on his arms, not even stopping when she pulled them out of their sockets.

But before Sakura could try and get her teammate to snap out of whatever was wrong with her, everyone was frozen when they felt a wave of heat wash over them.

Looking to the source, Sakura's eyes widened when she saw Naruko was awake as well, but like with Satsuki, she was different also. She was covered in a flaming aura, with glowing veins and eyes.

"Na-Naru-"

*SNAP*

Sakura froze in fear when Naruko suddenly snapped her fingers and she heard the Oto Team cry out. Looking, the pinkette's eyes widened in shock and horror as she saw them disintegrating into dust until nothing was left.

"AH!" Ino screamed as she was suddenly lifted into the air by an unseen force

"Ino!" Shikamaru and Chōji shouted in worry for their teammate, before they too were lifted into the air.

Naruko then flew into the air going towards Ino and grabbed her face in her hand, while also taking a glance at Chōji and Shikamaru.

_**"Your father took something from, I intend to do the same**_." Naruko said, before they shot into the air.

Naruko flew, until they were directly over Konoha. She looked at the village with contempt.

_**"It'll be so easy to destroy this village, just a single thought and POOF, no more Konoha, not even the memory."**_ Naruko said, before looking at Team Ten, who would have been screaming in fear, if Naruko hadn't silenced them.

_**"But that'd be too easy. No, instead I want them to know I can wipe them out, but not yet. That comes later, for now I have a score to settle."**_ Naruko said, while flicking her wrist up, immediately Sarutobi, Danzō, Inoichi, and Jiraiya came flying from their locations and appeared right in front of her.

At first, they freaked out, until they saw Naruko looking at them with familiar flaming eyes, making them pale in fear. Especially Inoichi, when he saw his daughter, along with the sons of his best friends and old teammates. Danzō, though, merely scowled in anger.

"Na-Naruko-"

_**"Shut up pervert, I'll deal with you later."**_ Naruko said, silencing Jiraiya, before floating in front of Sarutobi.

_**"What's the matter "Jiji", you don't seem happy to see me. Is it the eyes, what about the veins? Oh wait I know, it's the lack of a memory seal, right."**_ Naruko said, while smiling coldly at the old Hokage.

"Na-Naruko, please, we can talk about this." Said Hiruzen, trying to settle this peacefully.

_**"No, there's no more talking. There was no talking when my Kaa-chan was taken from me, there was no talking when you sealed my memories, and there was no talking when you let me suffer for eight years, alone, while this mummified bastard continued breathing. Oh before I forget."**_ Naruko said, while floating over to Danzō and pulled away the bandages covering his eyes, revealing a Sharingan eye, which was promptly ripped out and destroyed.

She then removed the bandages on his arm revealing a pale white arm with numerous Sharingan eyes and the face of the Shodaime implanted into it, shocking those present.

_**"You won't be escaping your inevitable death, mummy."**_ Naruko said, as the arm and Sharingan rotted away, until it was just dust in the wind.

Danzō glared at Naruko in pure hatred at robbing him of Shisui's Sharingan, along with the Izanagi and the Wood Style.

_**"Now, back to you old man."**_ Naruko said, turning back to Sarutobi, who was stone-faced, having no doubt that Naruko will kill them.

Naruko smirking as she read his thoughts.

_**"Oh, don't worry, I'm not killing you all, not yet at least. No, I believe it's only right you suffer as I have, by losing everyone you love. Or in your case, all of your disposable pawns."**_ Said Naruko to Danzō, knowing from his mind that he didn't love or care about anyone, but himself, with all his ROOT Anbu being drones for him to use as he sees fit.

_**"But you both, I hope you enjoy being the last of your clans, along with the extinction of your friend's clans, Yamanaka. It's only fair after you and that damned Mummy took Satsuki-chan's from her!"**_ Naruko growled, while glaring at Sarutobi and Inoichi, with the Hokage paling in realization that Naruko was reading his mind and learning all his secrets.

"Naruko, please! Don't do this, if you have to punish someone, then punish me! But please our clans, our families, along with the Nara Clan and Akimichi Clan, they're innocent!" Sarutobi pleaded.

_**"So was I. So, who should suffer first, the one who took my mother, the one who sealed my memories, the one who sealed my powers, or the one who ordered both? How about we let Ino, Chōji and Shikamaru decide."**_ Naruko said, pulling the now terrified Genin close, while Inoichi struggled to help his daughter, as well as his friends' sons.

"Da-daddy, wh-what's h-h-happening?" Ino asked, terrified of what going on.

"Inoichi-san!" Shikamaru cried out, his usual laid-back attitude being replaced one of pure horror.

"Help us!" Screamed Chōji, trying to break out of Naruko's hold, while completely forgetting that if, by some miracle, he managed to do so, he would just become a bloody stain on the ground, due to his fear overriding his common sense.

"It's okay you three, it's okay, just stay calm." Said Inoichi, as he tried to ease their fears.

_**"Oh don't lie to them. My Kaa-chan always said it was bad to lie to those you love. No you three, it's not okay, because I'm going to kill everyone in your clan, and I'm going to make sure you and your parents, except for Inoichi of course, feel their pain. And if, by some miracle, you're still coherent, I'm going to liquify your brains until you're basically living corpses."**_ Naruko said, while smiling wickedly, as _**Team Ten started crying in fear.**_

_**"Well, since they clearly aren't going to choose. I guess that means, I'll do it all at once."**_ Stated Naruko, and immediately searched for all the Yamanaka, Nara, Akimichi and Sarutobi Clan members, and all the ROOT Anbu.

To further torment them, Naruko linked all their minds with Inoichi, Sarutobi, Jiraiya, and Danzō, who grunted at the sudden voices echoing in their heads.

_**"Hear that? Those are your clan members, all of them and all of their thoughts. Unfortunately, those drones you have can no longer think for themselves, so you can't hear them. But give me a minute and soon, all that you will hear is screaming."**_ Said Naruko.

"Naruko, please! I'm the one you want, no one else! They were just following my orders!" Sarutobi begged, while Naruko looked at him coldly.

_**"I've been at the mercy of men just following orders. Never again."**_ Naruko said, before her eyes glowed brightly.

Then, the only thing that could be heard was screaming.

**So, what did you think, good. Yep this now takes place during the Second Stage of the Chunin Exams, with Orochimaru being the cause of the Phoenix being awakened, with him purposefully doing it to see what Naruko would do, and she definitely didn't disappoint. We saw some of Naruko's memories, I also removed Emma Frost and instead Naruko was trained by Madara, and yes it's the real Madara how he's alive and willing to help Naruko will be revealed later. Along with Naruko more willing to accept Phoenix as this time around it didn't take control of Naruko's body, now Naruko is doing it all willingly. And this time Naruko went even further in her revenge, by also wiping out the Nara and Akimichi clans, taking Danzō's stolen Sharingan and Wood Style arm, and ROOT Anbu. So yeah I hope you all will enjoy this rewrite of "Dark Phoenix" and hope you enjoy as much as the original. So, review if you liked go away if you didn't.**

**Storm out**


	2. Chapter 2

**Hello all Storm here with another new chapter! Here we'll be seeing the fallout of Naruko's mental attack on Konoha, some reactions, and Naruko reuniting with Satsuki after having her memories restored. So, without further ado.**

**I own nothing**

The first thing Satsuki saw, when she opened her eyes, wasn't the sky, or any of the towering trees that were in the Forest of Death; instead, she was looking up at a ceiling. A quick look around the room made Satsuki frown, as it didn't look like a room that'd be in the central tower in the Forest of Death, or an infirmary; instead, it looked like a hotel room.

'Did we fail?' Satsuki wondered, while grabbing her shoulder, where Orochimaru had bit her and placed the Curse Mark.

Only for her eyes to widen in surprise, when she didn't feel anything, no mark, no striking pain, nothing. Looking, Satsuki's eyes widened further when she saw that the mark was completely gone.

'But how?! I felt it appearing, I felt pain and then…power.' Satsuki thought, getting brief flashes of when she woke up and felt the rush of power that came with the Curse Mark, but also how it warped her mind.

Just then, she heard the door to the room open, making Satsuki tense and reach for her weapons. Not knowing if she had been kidnapped and was being held hostage or being taken prisoner to another village.

Though given she still had her weapons, could still use her Chakra, and wasn't restrained, she doubted it was either of those. Plus, she doubted that if she was kidnapped, she'd be in a hotel room, right now.

When the door fully opened, Satsuki relaxed a little when she saw it was her teammate, Naruko. Only she was now wearing different clothes than that hideous orange jumpsuit. Though what she was now wearing, made Satsuki force herself not to blush brightly.

She was now wearing clothes that seemed to either be made of leather, or black metal with cracks going along it, showing a fiery orange glow. Her clothes consisted of skintight black pants that were connected to black heeled boots. Her top, if it could even be called that, covered only her breasts, and was shaped like that of a bird with its wings stretched out. While the rest of her clothing consisted of long black gloves, a black choker with a gold bird emblem, and finally a long black trench coat.

Seeing her teammate/childhood friend in such a revealing outfit, it made Satsuki feel several things at the moment.

"Hey Satsuki-chan." Naruko greeted with a faint smile, while Satsuki's gaze snapped up to her own in surprise.

"Why did you call me that?" Demanded Satsuki with narrowed eyes, as the entire time since they became a team, Naruko has only ever referred to her as "teme" or just Satsuki, never including the "chan" part.

'At least not anymore.' Satsuki thought bitterly and angrily.

What hardly anyone knew was that she and Naruko used to be friends, best friends in fact, when they were younger. Having spent a lot of time together given that their mothers were friends were close friends, also. It had been great for Satsuki, having a friend her age and meeting her mother's friend, Kushina.

That is until one day, her mother had told Satsuki that they couldn't go see Naruko or Kushina again, which had confused the seven-year-old Satsuki, not knowing why they couldn't see them anymore. This had happened a few months before the massacre, so she didn't only lose her best friend, but her family as well.

Satsuki had hoped to see Naruko again after this, but she never did, not once had the redhead bothered coming to visit her or see how she was doing. With it only adding to the depression, anger, and betrayal that Satsuki felt. The next time Satsuki saw Naruko was when she returned to the Academy, and saw the Uzumaki there, but she hadn't even glanced at Satsuki. With it only angering her even more, which had lead Satsuki to knocking Naruko down hard during sparring.

It was after a few months, Satsuki had noticed that whenever she saw Naruko, she never saw Kushina with her. In fact, she didn't see the woman anywhere in the village. This lead Satsuki to believe that she had been killed out on a mission, or something. Which would explain why her mother said they couldn't see Naruko, or her mother, anymore. And perhaps, that's why Naruko didn't bother to see her anymore, she was mourning her own loss.

But over time, Satsuki saw that even after years had passed, Naruko still never once came to see her. In fact, it didn't even feel like it was her friend, but someone else. Though it confused and worried Satsuki, she had never bothered looking into it, more focused on her own desire for revenge against Itachi. Besides, she just figured it was Naruko's own way of coping after losing her mother.

Now, seeing Naruko's appearance and hearing her call her the name she used to when they were younger. Satsuki realized that something else had been going on, and now regretted not having looked into it.

"Because I remember, I remember everything. I remember when we first met each other, when we were four; how we'd practice throwing Shuriken, the way Aunt Mikoto showed us; Kaa-chan telling us stories whenever you stayed over; I also remember how we snuck into the Hyuga Compound, and dyed all their robes a bright neon pink, put glue in their shampoo, and itching powder in their underwear." Naruko said, smirking at the end, with Satsuki's eyes widening, before laughing lightly at the end.

She remembered that day, it was one of the rare times she saw her normally serious father actually laugh.

Though Satsuki quickly sobered up as it struck her with how Naruko worded it, she remembered, what did that mean?

"What do you mean, you remember?" Satsuki asked, only to jump slightly in shock when Naruko went to sit down, beside the bed, and a chair materialized out of thin air.

"That is a lot to explain, take my hand and I'll show you." Naruko said, holding out her hand, with Satsuki doing so almost immediately.

The moment she took Naruko's hand, the Uzumaki's eyes turned a glowing orange color, while Satsuki gasped in shock as information suddenly flooded her mind. She saw it all, the night Danzō and his ROOT attacked, Kushina dying, Naruko's resulting rage. Then she saw the Sandaime Hokage, Ino's father Inoichi, and someone called Jiraiya sealing away Naruko's memories and powers, while Danzō got to get away after what he did.

Then she saw the result of what Orochimaru did to Naruko in the Forest of Death, meeting Phoenix and Yami, then merging with Yami and embracing the power Phoenix gave her.

After that, Satsuki was brought back to reality, panting, while knowing that if she had been standing up, she would have fallen down.

"All that, that's what happened…why you didn't ever come see me again, you didn't remember, they sealed your memories." Satsuki said shocked at what she just saw, along with angry at what happened to her friend.

She also felt sadness for her friend, being forced to watch her mother die right in front of her. That was the one mercy Satsuki had, she didn't have to watch her clan, or her parents die, only see the aftermath. Even worse, Naruko never got the chance to avenge her mother, and the person responsible was still in Konoha, walking freely.

"Satsuki, I can never apologize enough for not being there for you after what happened, making you think I abandoned you, when you needed a friend." Naruko said, while holding Satsuki's hand.

"It's…it's fine, I always thought you were just mourning, in your own way, with your mother's death. But now I see you never even got the chance." Satsuki said, not knowing what she would do, if one day, she found out her entire clan was massacred, and she was forced to forget it, only to have the memories return.

She'd likely end up slaughtering everyone who did it, along with their own families, so they could feel her pain.

"Yeah. But there's…something else I wanted to show you, it…involves your clan." Naruko said hesitantly, knowing Satsuki would get angry over what she'll show her, probably call her a liar, but she deserved to know the truth

"What about it?" Satsuki asked cautiously.

"Just…I just want you to know I've never lied to you, and I'm not going to start now." Said Naruko, before her eyes glowed again, to show Satsuki the truth behind her clan's massacre.

Satsuki's eyes widened as she saw more images, this time of her brother Itachi speaking with the Sandaime. Telling him about the secret meetings of the Uchiha Clan, of her Clan planning a Coup D'état for the isolation and stigma they were put under; with the village believing that they were responsible for the Kyūbi attack, being the straw that broke the camel's back. Itachi had become a spy for the Hokage, along with their cousin, Shisui, spying on their clan for the Hokage and the Council.

She saw Shisui's offer to use his Mangekyo Sharingan ability Kotoamatsukami to stop the Coup, only for Danzō to attack Shisui and steal his eye, implanting it himself. Satsuki watched as Danzō gave Itachi the ultimatum, to either massacre their clan, and have her be spared, or have all the Uchiha will be killed instead, with Itachi choosing to have her be spared. Even worse, after the massacre, Danzō had harvested her clan's Sharingan eyes, so they can be used to replace the ones on a special Sharingan and Mokuton-infused arm that he got from Orochimaru, whenever he uses a Kinjutsu from her clan, the Izanagi.

When the images stopped, Satsuki felt tears falling from her eyes as sadness, despair and angered filled her body.

She wanted to deny it, that her clan would never betray Konoha, but how could she after seeing what happened to Naruko and her mother, along with how the village had betrayed her clan first. And then she thought back to what Itachi said her that night.

_"And then some day, when you have the same eyes as I do, come before me."_

He wanted her to grow strong, strong enough to kill him for what he had done. That's why she was spared, because Itachi refused to kill his little sister, and wanted her to be the one to kill him.

Satsuki screamed in pain and anger at what she just learned, with Naruko wrapping her arms around the Uchiha as she cried on her shoulder. Neither them noticed as Satsuki's hands were surrounded by a dark blue glow, as energy flowed from inside Naruko and into Satsuki.

Though Satsuki soon noticed, when she started seeing more flashes of Naruko's memories, and quickly pulled away.

"What is it? What's wrong?" Naruko asked, worried that she did something wrong, only to see the glow around Satsuki's hands.

"I-I don't, I don't know, I just felt like I was absorbing something out of you and started seeing memories!" Satsuki said, nearly freaking out from both what just happened, combined with everything she had just learned.

"You're a mutant." Said Naruko in realization, with Satsuki looking at her in confusion.

"A what?" Asked Satsuki.

"A mutant, people born with a special ability, like Kekkei Genkai, but it's unique only to them. Though there are a few occasions, where Mutants do develop similar abilities, regardless of if they're related by blood, or not. I'm a mutant too, and you must be one as well, if you were absorbing energy from me and seeing my memories, even if I wasn't showing you them." Naruko explained, remembering what Madara had told her of what he was able to learn about mutants.

"But, why didn't I ever do this before? This has never happened." Satsuki said, as the glow around her hands faded away.

"Sometimes a person's mutation isn't activated immediately. It sometimes takes a trigger to activate it, like feeling a powerful emotion, being in a life or death situation, or learning something shocking." Naruko answered, with Satsuki nodding slowly, as this was still a lot of information to take.

"O-okay. Then what about you, what mutant power do you have?" Satsuki asked.

'_I'm a telepath.'_ Naruko answered, only instead of talking, her voice projected into Satsuki's head, making her jump in surprise.

"A telepath?" Satsuki asked.

"It means I can read thoughts, project and broadcast my own thoughts, as well as affect the minds of humans, as well as animals with higher order intelligence; like dolphins, dogs and ravens for examples. I can use my telepathy for a wide range of abilities, though I'm also telekinetic and psionic. And from what my teacher told me, I'm the most powerful telepath he's ever come across." Naruko answered with some pride in her tone.

Even without the Phoenix Force bonding with her, Naruko would still be the most powerful telepath alive. Her powers are just further enhanced to unspeakable levels, when she uses the power of the Phoenix.

"Your teacher?" Satsuki asked, while amazed at just how strong her friend was, along with feeling slightly jealous at her power.

"Yeah, another mutant. Kaa-chan brought him home to help me control my powers, as I never had the best…control back then. He helped me learn to control what thoughts I hear, and moving objects with my telekinesis, as well as unleashing blast of psionic energy." Naruko explained, with Satsuki nodding, before looking at her hands.

"Do you think he'd be able to help me control my powers?" Satsuki asked, given she just learned she was a mutant, and didn't know what she could do exactly.

"I'm sure he could." Said Naruko, smirking, since Satsuki will be in for an even bigger shock, when she learns just who her teacher is.

*Konoha – Hokage's Office*

Sitting in his office, Sarutobi was holding his head in his hands, while feeling like he's aging another year, with every second that passes.

Four days have passed since Naruko's attack, and then subsequent departure. After the attack, Sarutobi had immediately canceled the Chūnin Exams, sending all the foreign teams back to their villages, before locking down the village, afterwards.

Once all the foreign teams had left, Hiruzen had ordered all the Chūnin, Jōnin and Anbu to begin seeing just how many people Naruko had killed with her attack. Even now, they were still counting the bodies, every single man, woman, and child in the Yamanaka, Nara, Akimichi and Sarutobi Clans were dead.

In less than a minute, Naruko had destroyed four of Konoha's most prominent Clans, like it was nothing. Of course, there were a select few that weren't dead. But Sarutobi felt death that would have been a mercy.

Those few being himself and Inoichi, for obvious reasons, and the others being Ino, Shikamaru, Chōji, Shikaku, Chōza, the Ino–Shika–Chō Trio's wives, Asuma and Konohamaru.

Thinking of his son and grandson made more tears appear in the elderly Kage's eyes, after seeing their blank expressions staring back at him. Naruko hadn't killed those ten, she had simply made them feel all the pain of their clansmen, liquifying their minds with no hope of healing them.

Their bodies might be alive, but in truth, they were dead.

It had been painful for Sarutobi and Inoichi to see them like that, Inoichi taking it the hardest as it wasn't just his daughter and wife, but his best friends, along with their sons and wives, also. In fact, from what Sarutobi had heard, Inoichi had even resorted to trying to take his own life, after losing his family and clan, but he couldn't. Not because he couldn't bring himself to do it, he just simply couldn't.

After learning of this, the Hokage believed Naruko must have also implanted mental commands into their minds, preventing them from taking their own lives. She wanted them to suffer long and hard, until she returned.

It was cruel, brilliant, completely sadistic, and the worse part was they only had themselves to blame for what happened.

They wanted to hate Naruko, despise her and get revenge, but then their minds would automatically turn to the reason it all happened. Likely another mental command from Naruko, to make sure they never forgot what they did to her.

Now they were stuck, not even being able to hate the person who destroyed their clans, without being reminded that they were ones who caused it to happen with their actions.

"You wanted to see me, sensei." Jiraiya said, entering the office through the door, having not been able to muster the energy to go in through the window.

"Jiraiya, yes. I have a mission for you, I need you track down Tsunade and bring her back." Hiruzen said, tiredly.

Despite the tragedy that happened, Danzō hadn't wasted a second to spread rumors that it was Hiruzen's fault that four clans had been destroyed. With the reaction being exactly as he desired, as the villagers were now calling for him to be taken out of office. Though it was surprising Danzō didn't make any mention of Naruko being the one who did it, but it was likely yet another mental command, preventing them from revealing Naruko was the one who did it.

So now, Hiruzen knew his time as Hokage was limited, and he needed someone he could trust to take the mantle, before Danzō swooped in and made things worse than they already are. And at the moment, the only one Sarutobi trusted to become Hokage was Tsunade. Which was saying something, considering her current opinion of Konoha and the Hokage title.

"I can't." Jiraiya stated solemnly.

"What do you mean you can't?! Jiraiya, I swear if this is about your "research", I swear…" Sarutobi said in a harsh tone, only to be cutoff by what his sensei said next.

"No, I mean I literally can't. After what happened, I tried leaving the village to track down Naruko, and see where she's going. But the moment I tried walking out the gates, or any of the other village exits, including the more obscure and less known ones, my body would turn around and walked back into the village." Jiraiya clarified, with Sarutobi calming down after hearing that.

'She really thought of everything, didn't she.' Thought Hiruzen, knowing this was yet another mental command from Naruko, making sure they stayed in the village, where she could find them.

Likely due to the fact, that Danzō would try to flee and either rebuild his ROOT Anbu or hunt her down. Though, with his forces destroyed, along with the Sharingan and Mokuton having been taken from him, the man has lost his fangs for the most part. And while he is still a powerful Ninja, having once been Hiruzen's rival for the title of Hokage, Danzō was nowhere near the level he was once at, due to his age and injuries. If anything, Naruko might actually be keeping Danzō from getting himself killed, since she made it clear that they were hers to kill. And with Danzō's history as a Warhawk, all the enemies he made would jump at the chance at killing him, the moment he leaves the village; especially with his current weakened state.

Still, this made Sarutobi sigh upon hearing it, knowing he'll have to send a team of Anbu to find Tsunade and bring her back. Which would be much harder, than if it was Jiraiya. But right now, Konoha needed all the help they can get, especially when word eventually spreads to the other villages of what happened here.

When their enemies learn what happened, Sarutobi knew they will jump at the chance to strike against Konoha in its weakened state. Given that they had not only lost four clans, they also lost a good number of their forces, given how a good number of their Ninja came from those four clans.

But the Sandaime knew that even if Tsunade was convinced to return and become Hokage, they were all on borrowed time, until Naruko decides to come back and kill them all.

*Otogakure*

'Well, that went better than I could have hoped for.' Orochimaru thought, smirking, as he sat on his throne.

When he had first released Naruko's power and memories, he thought she'd, at most, kill the ones responsible, and then leave. But no, instead Naruko had wiped out the entire Yamanaka, Sarutobi, Nara, and Akimichi Clans, the latter two likely being due to their close ties with the Yamanaka. And it's likely she also wiped out all of Danzō's ROOT Anbu.

So, while Konoha was still standing, if only barely, Orochimaru couldn't argue that this was better than any damage he would have caused during his invasion. Even better, was that his former sensei can only blame himself, as his actions caused the destruction of his clan, as well as the liquefication of his son and grandson's brains!

'This is better than even just killing the old man! After all, why kill him, when you can shatter his spirit!' Orochimaru thought, gleefully.

However, there was one thing Orochimaru was annoyed by, that being before Naruko left, she had also taken Satsuki Uchiha with her. Not only that, but Orochimaru also felt a flash of pain, before losing his connection with the fraction of his soul within Satsuki's Curse Mark, meaning that Naruko was somehow was able to destroy it, removing the Curse Mark as a result.

But his anger over this wasn't as great as one would expect, given he's still pleased with the damage Naruko's mental attack caused. Now Orochimaru knew that it was only a matter of time, until Konoha is completely destroyed; whether by Naruko or enemy villages, remained to be seen.

"Maybe it's time for me to call in a favor from an acquaintance," Orochimaru muttered, as he rested his chin on the back of his hands.

While he would have liked getting the Sharingan by taking over a naturally born Uchiha's body, he knew of someone that could provide him with a vessel that would work just as well. Maybe even better than Satsuki or Itachi, since it could potentially give him an instant access to the Legendary Eternal Mangekyō Sharingan.

*Land of Earth*

Within a small town, near the border of the Land of Earth, a unique individual could be seen sitting within a bar. Nobody knew who the person was, but all the patrons went out of their way to avoid him. Getting the feeling that the stranger wasn't someone who should be antagonized, unless they had a death wish.

The people were right to avoid the stranger. In fact, if they knew just who the person was, they would have all been fleeing for their lives. Given the fact that the person sitting at the bar, was none other than Madara Uchiha, himself.

Madara took a sip of his Sake, normally he wouldn't ever touch alcohol, preferring to keep a clear mind. But thanks to his regeneration, he couldn't get even tipsy, unless he drank a vast amount of alcohol.

His regeneration was both a blessing and a curse. A blessing, as he could now engage in fights even longer, and still feel the rush of blood and pain. While having no fear of dying, at least not permanently. But it was also a curse, given his mutant power was so strong, his aging had come to a near halt, surpassing even that of the Uzumaki Clan's longevity.

Madara wasn't sure how long he'd be alive for, but he would say one thing, it's boring. Mostly because he no longer had anyone to really challenge him in a fight.

It was also surprising, at least for anyone that knew him personally, that he was sitting in a bar of all places. The reason for this is because Madara had simply spent the past few decades wandering the Elemental Nations, after learning some rather hard truths about the true nature of the Moon's Eye Plan.

'It was all for nothing,' Madara thought, now knowing that it was all a lie.

His plan had been to reform the Jūbi, by capturing all the Tailed Beasts and then seal it into himself, becoming it's Jinchūriki. Before initiating the Infinite Tsukuyomi Genjutsu, trapping everyone in their own dream-like worlds for the rest of their lives.

Sure, it might seem cruel doing such a thing, but wouldn't it be better living in a perfect world of their own imaginations. Rather than one, where they could die at any day, or be forced to bury more friends and family. Madara might be seen as a monster by most people, but they never witnessed the horrors of the Clan Wars, everything he did was in the pursuit of peace, in his own way.

He had planned it out from the very beginning, when he first left Konoha and fought against Hashirama. Faking his own death, and using Izanagi to revive himself, along with taking part of Hashirama's flesh to give himself the Wood Style Kekkei Genkai, then awaken the Rinnegan through merging Senju and Uchiha blood.

Though it was during that fight Madara that had awakened his mutant powers. Which had made the fight last even longer, but eventually, Hashirama got in a lucky hit and killed Madara, at least temporarily. He woke up a few hours later, where his body was hidden, both confused and intrigued. But he decided to worry about it later.

So, he went about his plan, awakening the Rinnegan, summoning the Demonic Statue, creating copies of his eyes to implant into that Uzumaki boy, Nagato. Along with inscribing seals into the eyes to destroy them, should they be used against him. Then saving Obito Uchiha, before grooming him to take his identity and fulfill his plans. Along with orchestrating the death of his teammate, Rin, to give him the right push. Madara would then fake his death, given that while he could have easily fulfilled it himself, Madara would prefer it if he only intervened as a last resort. Wanting to reveal himself, after the Jūbi was reformed.

He had thought of everything, the copies of his Rinnegan being used against him, Obito betraying him, every eventuality, Madara was prepared for. All except that damn parasite, Black Zetsu. The moment it decided to gloat at his "corpse", was the moment Madara knew that any hope for lasting peace was a fool's dream.

"Does that even do anything for you?"

Madara was pulled from his thoughts by a familiar voice. Looking, Madara was slightly surprised when he saw his one-time student, Naruko Uzumaki, along with one of the few Uchiha left, Satsuki.

Looking around the bar, Madara saw that all the other patrons were completely still, as if frozen in time. But he could still hear their heartbeats and breathing, so time itself wasn't actually frozen.

"I'm going to guess and say, mental paralysis." Madara said, looking at the girls, with Naruko smirking.

"Yep, their bodies are paralyzed, while their minds are still active." Naruko replied, with Madara nodding, a little impressed.

Satsuki, meanwhile, could only stare in amazement at meeting the Madara Uchiha, alive and in person.

"Why are you here?" Madara asked.

"How about you answer my question, first. Why didn't you ever come back to Konoha? I'm sure you must have known what happened, so why didn't you come back and help me?" Naruko asked, wanting to know why he never bothered helping her, after what happened.

"I never wanted to return to Konoha, when I came back to the village to train you, I was just repaying a favor to your mother. Besides, I didn't think any student of Hashirama's would do something that cruel. But clearly, times have changed since my day." Answered Madara, since had it been Hashirama, he'd find a way that would involve the least amount of violence and bloodshed, while not destroying a child's life in the process.

But this was only further proof for Madara that true peace was impossible, if someone like Hiruzen Sarutobi, someone regarded as desiring peace, could do that to a child.

'Then again, he was more Tobirama's student than Hashirama's, so I suppose it's not that surprising.' Madara thought, while shaking his head in exasperation.

Out of the three of them, Hashirama, Madara and Tobirama; the younger Senju brother had never been able to truly escape the Clan Wars and stayed trapped in them his entire life. Tobirama had also never let go of his grudge against the Uchiha Clan for the death of his and Hashirama's family. Making sure they were isolated from village politics by forming the Military Police Force, keeping them trapped and stagnant in the village. Along with pushing Madara further into his clan's Curse of Hatred, which lead to him reading the Stone Tablet.

Tobirama had also believed in dealing with any threats against the village, no matter what or who they were and no matter the method, something he obviously passed on to his students.

It was quite ironic really. Madara, an Uchiha, was willing to let go of his grudge against the Senju Clan, and work with them, after seeing Hashirama's resolve in there being peace between their Clans. Where as Tobirama, a Senju, refused to let go of that grudge, to the point of developing a deep-seated hatred and fear of the Uchiha Clan. With a promise to Hashirama being the only thing that kept him from going as far as his students, particularly Danzō, had with the mistreatment of the Uchiha Clan. It just goes to show that the Curse of Hatred wasn't exclusive to the Uchiha Clan, given how Tobirama showed some traits of it.

Naruko nodded, knowing that's the best answer she's going to get, knowing that Madara was never a sentimental man.

Though Naruko did notice something, different about him, since the last time they met.

"There's something different about you, I don't know what, but there is. I also am having trouble reading your mind, more so than usual." Naruko said, having always had trouble reading Madara's mind, when he was training her.

But now, when she tried it, it was like trying to hear people talk with your head underwater.

"You should, a few years ago, I took part in an experiment to evolve my mutant powers, given regeneration wasn't that useful in combat. Now, I have these to use." Madara said, holding up his fist, before three metal blades popped out between his knuckles, surprising Satsuki and Naruko.

"Those are…definitely new." Naruko stated, given that he didn't have those, when they were training.

"They used to be bone but given how many people in the world can easily break bones, unless you're descended from the Kaguya Clan and possess the Dead Bone Pulse. So, I had a powerful metal grafted onto them, and the rest of my skeleton. The metal also increases me defenses against telepaths, more than before. It's also indestructible." Madara explained, as the blades returned to his arm.

"So, why are you here? I doubt it's for a visit." Madara said, before finishing his drink.

"Yeah, it's not. I wanted to ask if you could train Satsuki, as it appears that she's also a mutant. Plus, she is also a fellow Uchiha." Naruko said, intriguing Madara that another Uchiha has mutant powers.

Madara looked at his clansmen, looking her up and down, before activating his Sharingan and saw she had a decent amount of Chakra for her age.

"Okay, let's go." Madara said, not seeing the harm in training another Uchiha, given he didn't really have much to do nowadays.

With that, the three exited the bar, with the patrons once again resuming to what they were doing before Naruko froze them. None of them even aware of what just occurred near them.

**So, what did you think, good. Yep Naruko has shown Satsuki the truth, both of what happened to her and the truth of the Uchiha Massacre, with the stress and powerful emotions Satsuki was feeling being enough to awaken her own mutant powers, leading to them tracking down Madara to train his fellow Uchiha. Then we go to Konoha and learn the full extent of Naruko's attack along with learning she also planned ahead and made sure Sarutobi, Inoichi, Jiraiya, and Danzo can't escape either Konoha or their fate when she returns. Then we see Orochimaru is pleased with the results of his meddling along with making plans of his own. Finally we see Madara again and learn a little of just why he no longer is working towards the Moons Eye Plan along with seeing he's now much stronger and possessing three very familiar claws and a metal skeleton (given I already gave him Wolverine's healing factor I figured I'd go all the way and give him claws). Also Naruko's attire is the same as the stories new cover image. So, review if you liked go away if you didn't.**

**Storm out**


	3. Chapter 3

**Hello all Storm here with a new chapter! Here we'll be seeing what Naruko has been up to since leaving Konoha with Satsuki along with learning some more secrets that were kept from her. We'll also get a look to see how certain individuals are doing as well. So, without further ado.**

**I own nothing**

Three years have passed, since that day in the Forest of Death, when Naruko had regained her memories of who she truly was and reconnected with the Phoenix Force. Along with taking part of her revenge out on those responsible for taking her mother, her memories, and her powers.

Along with reuniting with Satsuki and telling her the truth of what happened to her clan, along with the discovering the Uchiha was also a Mutant, as well. The latter of which lead the two girls to search for Naruko's own mentor in controlling her Mutant powers, Madara Uchiha, who's actually a Mutant, himself.

Since then, Satsuki had been trained by the older Uchiha, both in learning to master her Mutant abilities, which she learned was the ability to psionically absorb the life-force of other living beings. Along with training her normal abilities.

And the training was absolute HELL!

Satsuki thought she knew what brutal training was under her parents, when they were alive and had enough time to help her, but Madara showed that was nothing compared to his own training regimen.

He expected nothing less than perfection, and if Satsuki got something just the tiniest bit wrong, then she'd be force to repeat the entire training session, from the very start. The training of which consisted of two thousand pushups, sit ups, pullups, and running five hundred laps, around a giant mountain.

All while she had fifty pound weights on her arms and legs, while having kunai and shuriken thrown at her. And Madara expected her to complete all this, in less than five hours, and if she couldn't, then he'd make her start all over.

Satsuki still wondered just how she managed to survive that for three years.

Once she was finally able to complete her physical training, Madara would then give her some Jutsu scrolls to work on, and only give her more after she had them mastered. Afterwards it would be sparring, and Satsuki learned two things very quickly, the first time they sparred.

The first being, Madara didn't know the meaning of the words "holding back". And the second, getting hit by someone with an indestructible metal skeleton…it really hurt!

With her Mutant abilities training, the beginning was mostly trial and error to see just what Satsuki's powers were. After they learned what power she had, they began testing her limits, discovering that she could absorb all the life-force from living beings, causing their bodies to crumble to dust, while also healing and rejuvenating Satsuki herself. This also resulted in Satsuki absorbing her victims memories and Chakra as well, which helped increase her own reserves and expand her number of Jutsu.

Satsuki, eventually, learned to absorb part of her victims life-force, turning them into psychic vampires that she can control, and have absorb the life-force from others, as well.

Meanwhile, Naruko also took part in the physical training, having an easier time than Satsuki, given it was close to the same regimen Madara had her do, when she was younger. Though she still had trouble, since she hadn't done it in a while.

She also began learning just what exactly she could do, with the powers granted to her by the Phoenix Force, and what her limits were. Only for Naruko to quickly discover the only limit she possessed, was her own imagination.

If Naruko wanted to, she could quite literally hold the entire universe in her hands and crush it, turn water into magma, lead into gold, and as she's done several times before, kill someone with just a thought.

Of course, Naruko didn't let the fact she was basically omnipotent make her arrogant or neglect her other training, as well. Since while the Phoenix Force was likely the most powerful being in existence, that didn't mean Naruko, herself, still wasn't vulnerable, or that the Phoenix Force couldn't be sealed away, inside her. Given the fact that's what happened before, and Naruko refused to become reliant on the Phoenix, only to leave herself helpless, if she can't access her powers.

Now after three years, Naruko and Satsuki grown incredibly powerful, though Madara was still able to beat them both into the ground, since he had the age, experience, and knowledge over them.

Though it was after they had finished their training, that Madara had revealed his own role in how her life turned out.

Safe to say Naruko, didn't take it well.

*Flashback*

Madara grunted, as he crashed into a mountain, while his body was covered in several life-threatening injuries, which were already in the process of healing.

Not a moment later, Naruko landed in front of him with anger and vengeance shining in her fiery eyes, while a burning orange aura surrounded her. Understandable, given Madara had finally come clean about his role in the Kyūbi attack, from training Obito, the Moons Eye Plan, everything that lead up to that night, and the cause of all the pain Naruko experienced in her life.

He had also planned to tell her why he was no longer going through with it, but Naruko had immediately launched him halfway across the world, before proceeding to give the Uchiha the beating of a lifetime. It was only thanks to his own healing factor and metal skeleton that he's even still alive, right now.

That didn't mean it still didn't hurt, even with his high pain tolerance.

Naruko created a ball of fiery energy in her hand, and prepared to throw it at Madara, intent to wipe him from existence.

"Before I kill you, I want to know just why you bothered helping me as a child? Why aren't you working with the Akatsuki, and that other soon-to-be dead Uchiha?" Naruko demanded, wanting to know what Madara's angle was for helping her control her powers, when he could have just as easily captured her.

Standing up, Madara rolled her neck and shoulders, as the last of his injuries healed themselves.

"Because I thought myself the puppet master, manipulating Obito into completing the Moons Eye Plan, only stepping into the light once the Jūbi was formed, or if Obito and the Akatsuki failed to collect the Bijū. But it was after I faked my death, that I learned I wasn't the master, just another puppet being manipulated." Madara answered, with Naruko frowning in confusion, wanting him to elaborate.

"It was just before "dying" and having Obito become me, I believed I had created a being known as Black Zetsu, a manifestation of my own will, to provide additional guidance to Obito in completing the Moons Eye Plan. Only to learn I didn't create Black Zetsu as an extension of my will, instead it was created by Kaguya Ōtsutsuki the Rabbit Goddess, and the mother of the Sage of the Six Paths. I learned this after faking my death; after Obito left, Black Zetsu decided to taunt my "corpse" of how much of a fool I was, that the Moons Eye Plan and Infinite Tsukuyomi wasn't intended to bring peace, by letting people live in their own perfect worlds, it was intended to revive Kaguya, by using me as a host after becoming the Jūbi's Jinchūriki. With her then absorbing the Chakra of everyone in the Infinite Tsukuyomi, while all those trapped within would eventually be turned into White Zetsus. And all of this was possible, because of that parasites manipulations throughout history. Part of me was tempted to kill Black Zetsu then, but I was shocked. Everything that I planned; it was all for nothing. That I wouldn't have brought peace to the world, only dooming it and everyone to be turned into mindless slaves." Madara explained, knowing he has done many terrible things, both through his own actions and everything Obito has done, due to his influence, but he had believed it'd all be worth it, by allowing everyone the chance to live in their own perfect dream worlds.

Naruko's eyes were wide open hearing this, before scowling. Part of her wanted to call Madara a liar, that he was just trying to save his own life. But she could also hear his thoughts and even see his memory of Black Zetsu taunting his "dead body".

"Are you going to kill me?" Questioned Madara, not intending to fight back, if Naruko did plan to kill him.

"No." Naruko muttered, extinguishing her power and sat down on a stone chair, that formed under her.

As satisfying as it'd be to have killed Madara, earlier when he first told her, now Naruko couldn't bring herself to do it. While he was partly responsible for how her life turned out, he was also one of the few people she still trusted and genuinely cared about. And hearing that he was just another puppet being used by a parasite to revive this so-called "Goddess", Naruko knew she couldn't kill him, even if she still wanted to.

Plus, she could also understand Madara's plan, given the times he grew up in and seeing friends and family being killed in front of him, before eventually being exiled from his own clan. It wasn't a matter of right or wrong, but being the ends justifying the means, this case being everyone living happily ever after in the Infinite Tsukuyomi, with all their loved ones alive and happy.

Naruko can understand that mentality, since she herself now had the same mindset, at least partially. Given before her escape from Konoha, she killed dozens, if not hundreds, of people that probably never even met, or did anything to her. All just to satisfy her own desire of revenge against a few people.

So, she'd be a hypocrite if she condemned Madara for his own actions.

"What will you do now then?" Madara asked, crossing his arms and leaning against the mountain, with Naruko glancing at him as her eyes turned a burning orange color.

"I'm gonna hunt down every single member of the Akatsuki, and burn them alive, then I'll find Obito Uchiha and the parasite, Black Zetsu, and I'm going to tear their minds apart piece by piece, and then I'm gonna reduce them to nothing but dust in the wind." Naruko said, as the Phoenix appeared in her eyes.

*End Flashback*

Since then, Naruko has formed her own group to go against the Akatsuki. Which consists of herself, Satsuki, Madara, her fellow Jinchūriki Utakata and Fū, and Utakata's apprentice, Hotaru.

They had met Utakata and Hotaru, after helping the two stop a group of Ninja from using the Kinjutsu that was infused into Hotaru's body. While they had met Fū, after stopping Kakuzu and Hidan, two members of the Akatsuki, from kidnapping her, along with killing the so-called Zombie Duo. Along with convincing Shibuki, the leader of Taki and someone Naruko and Satsuki had helped on a previous mission, to let Fū go with them.

Granted, Naruko could easily take out the entirety of the Akatsuki just by herself, even easier, since her telepathy would allow her to search for their minds, before rendering them all braindead. But that would be too quick, and take all the fun out of it, with Naruko wanting the Akatsuki to know she's coming for them, and to be afraid of what she'll do, once she gets her hands on them.

Plus, Satsuki still wanted to settle the score with Itachi, and Naruko wasn't going to rob her of that chance.

Currently, both Naruko and Satsuki were hunting down more members of the Akatsuki, along with investigating rumors of a new organization, known as Kara. From what they've heard, Kara could possibly have a connection to the Ōtsutsuki Clan, and if that's true, then Naruko wanted to deal with them as soon as possible. As Naruko felt if they were left alone, they could interfere in her plans for Konoha, something she would not allow.

So, if this Kara organization proved to be a nuisance to her plans, then Naruko will wipe them out in an instant.

Nothing, and no one, will stand in the way of her revenge.

*Otogakure*

'At long last, the Sharingan is mine!' Orochimaru thought, grinning widely as he settled into his new body, that being one of Shin Uchiha's clones, though Shin wasn't a true Uchiha, merely one of his test subjects, that was obsessed with the Uchiha Clan and took their surname.

He also had bandages wrapped around his eyes, having transplanted the eyes of another Shin clone to grant him the Eternal Mangekyo Sharingan.

But it wasn't just the Sharingan that made this body better, it was the fact that it had also been implanted with the DNA of both Kimimaro Kaguya and Hashirama Senju, with some help from his old friend, Hiruko. Along with being modified to act as a permanent vessel for his soul.

After years of possessing different host bodies. Orochimaru was finally in what was his final body.

And now that he was finally in possession of the Sharingan, Orochimaru can focus entirely on completing his research on the Jashin Religion's Immortality Ritual. Then Orochimaru can fulfill his dream of attaining immortality, with it then just being a matter of time to learn all the Jutsu in the world.

"Kabuto!" Orochimaru called out to his right hand, with the medic entering and kneeling to his master.

"Yes Orochimaru-sama?" Kabuto said.

"Gather up everything in Otogakure, research notes, scrolls, everything and anything that's essential. We're moving to another base, one that's more out of the way." Said Orochimaru, wanting to move to one of his more obscure bases to get properly settled in his new body, along with the chance to train and use the new abilities he's gained.

"Very well. And what of Otogakure, what will become of it, once we leave?" Kabuto asked.

"Soon, Otogakure will have served its purpose, and by then, I will no longer have a need for it, anymore." Orochimaru replied, not really caring what happens to Oto, once he no longer has a use for it.

Besides, once he has everything, he needs to complete his objectives, with the Snake Sannin will have much bigger fish to fry.

*Konoha*

'This is a complete disaster.' Thought Hiruzen, feeling himself age with each passing moment.

Looking up from his spot on the porch of the Clan Head Home, of the now empty Sarutobi Clan compound, the former Sandaime could see the Hokage Monument, and even from this distance, he could still see the heads of the Shodaime, Nidaime, and Yondaime glaring down at him in disappointment and anger. The latter more so, than the former two.

Understandable, given how he mishandled the situation with Naruko, leading to her psychic attack three years ago, and now the entire village was paying for it.

Though when he looked a little to the left, Sarutobi sighed sadly and shook his head, as he saw the Godaime's face.

Danzō Shimura.

He tried, he desperately and painstakingly tried, to have Tsunade tracked down, but with Jiraiya trapped in the village, they hadn't been able to locate where Tsunade was hiding herself. This lead to Danzō finally achieving his desire to become Hokage, for all the good it did him.

Unfortunately, or fortunately, depending on who you ask, since all his forces are dead and his Sharingan destroyed, especially Shisui's, Danzō's influence wasn't as prominent as it could have been. Plus, no one ever accused Danzō of being a good guy, and no one was very eager to obey someone who'd kill you for even the slightest insubordination.

It didn't help matters that every time a team is sent out on missions, outside of the village, they're cut down by enemy forces, not long after. This had the effect of their clientele moving their business to other Hidden Village, who could actually complete the missions they provided. Though while on the surface, it was enemy forces, everyone who was in the know, was sure that it was Naruko's doing.

Which would also explain why they haven't been invaded yet, since Konoha was at an all time low, with several clans having been wiped out, barely receiving any missions, and most of their forces were now dead. It was a miracle they were still standing, after three years.

And what makes this situation even worse, is that Hiruzen had a feeling that things were only going to get worse, from here on out.

*Unknown Location*

Meanwhile, hundreds of miles away, within an empty cave, eight holographic figures appeared. These were the remaining members of the Akatsuki, aside from Hidan and Kakuzu, who were now dead.

"_This meeting has now been called to order. All of you report."_ Pein ordered, wanting to hear the Akatsuki members reports of the past three years, and how close they are to retrieving their targets

"_Deidara and I will be at Sunagakure in a few days to capture the Ichibi Jinchūriki. Though it may prove difficult, as the Kazekage has been keeping a close watch on the boy, with the disappearance of the Nanabi and Rokubi Jinchūriki." _Sasori said.

"_Tobi and I are working on capturing the Nibi Jinchūriki. __**But it's proving difficult with Kumo's security**__ and are waiting for her to leave the village." _Said Zetsu.

"_Kisame and I are close to locating the Yonbi Jinchūriki and should have him captured in three days at most."_ Itachi said, Pein nodding at hearing all this.

"_And what of the Kyūbi Jinchūriki? Have you succeeded in locating her whereabouts?"_ Pein questioned, since there hasn't been a sighting of Naruko's location, since she left Konoha three years ago.

When they had first heard of what happened, after Naruko's attack and the reason behind, the Akatsuki had been shocked at the destruction and death wrought by Naruko in her desire for revenge. Though it had also disgusted Nagato, Konan, and Itachi at the fact Danzō was the cause of it all, and yet he was still let go without so much as a slap on the wrist, even worse was that after he was crippled during Naruko's rampage, he still became Hokage.

And while they'd love nothing more than to attack Konoha and finally put that warhawk in the ground, in as many pieces as possible. They needed to focus on gathering the remaining Jinchūriki for now, then they can deal with Danzō.

"_So far, we have not succeeded in locating the Kyūbi Jinchūriki. But given how Kakuzu and Hidan died, I believe she is responsible for their deaths, as well as possibly the Rokubi and Nanabi's disappearances."_ Itachi replied, with Pein nodding as that seemed the most possible solution.

"_Very well. You're all dismissed to continue your objectives."_ Said Pein.

Nodding, Sasori, Deidara, Kisame, and Itachi all vanished. Leaving only Pein, Konan, Zetsu, and Tobi, or "Madara", as they knew him.

"_Well it's disappointing that the Kyūbi Jinchūriki is still lost in the wind. But I suppose it doesn't matter, until we have the other eight sealed away. Though how are we on locating members to replace Kakuzu and Hidan?"_ Questioned Tobi, since with the Zombie Duo dead, they needed to find new members to replace them.

"_Difficult, given the number of S-Rank Missing-Nin are few in number. We have considered Hiruko or bringing Orochimaru back, but they have both gone underground, and we doubt that they can be trusted to not go rogue. Especially Orochimaru, after the last time we allowed him into the Akatsuki. Even we are even unable to locate the mysterious Shin Uchiha, that we heard rumors about."_ Said Pein, knowing there weren't many S-Rank Missing-Nin around, at least the ones they're aware of, while the rest are hidden beyond even Zetsu's reach.

"_Even if we do find new members, it won't help speed up the sealing process. Given how Orochimaru had fled with his ring, as well as Kakuzu's and Hidan's being lost with their deaths."_ Konan added, with Tobi nodding at this since it was true, new members wouldn't help speed up the sealing, but it'd still be good to have a complete Akatsuki.

"_Hm, I may have some suggestions for some allies, in the meantime. A group of Ninja working on summoning the demon Moryo, the wandering healer ninja Shinno, or even some prisoners from Blood Prison, if things become desperate enough. There is also Tsunade, who had been branded a Missing-Nin by Danz__ō__. Which no doubt adds to her already existing resentment to Konoha and the title of Hokage."_ Suggested Tobi, with Pein and Konan frowning at the suggestions.

"_We'll look into them and see if any of them could prove beneficial."_ Said Pein, before he and Konan left, leaving just Zetsu and Tobi.

"_Tobi, I believe that I may have a suggestion for some allies, __**ones that will definitely help speed up the Moons Eye Plan."**_ Said Zetsu, with Tobi looking at him intrigued.

"_Oh? And who are these mystery allies?" _Tobi asked, with Black Zetsu mentally smirking.

"_**Another organization like our own. They called themselves…Kara."**_

**So, what did you think, good. Yep Naruko and Satsuki have been put through Madara's Boot Camp, along with training their mutant powers. With Madara also revealing the role he played in Naruko's life, with Naruko almost killing her old mentor before hearing what else he learned about Black Zetsu and Kaguya, leading to Naruko sparing him and having more people she plans to kill. Along with creating her own organization and planning to hunt down the Akatsuki and the mysterious Kara organization. We then go to Orochimaru and see he is close to achieving his dream, having gained the Sharingan and now is working on becoming immortal. Next is showing what has become of Konoha, with it having definitely seen better days, but it'll only get worse once Naruko returns. Finally we see the Akatsuki discussing what has happened along with who they should recruits as members or allies. So, review if you liked go away if you didn't.**

**Storm out**


End file.
